SOURCE: VR Resources Ltd.

March 21, 2017 07:30 ET

VR Resources Ltd.* (TSX.V: VRR; previously Roll-Up Capital Corp.) Announces Closing of Qualifying Transaction With Renntiger Resources Limited

VANCOUVER, BC--(Marketwired - March 21, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

VR Resources Ltd. (TSX VENTURE: VRR) (the "Company" or "VR Resources"), formerly Roll-Up Capital Corp., is pleased to announce the closing of its previously announced Qualifying Transaction involving the Company and Renntiger Resources Limited ("Renntiger"). As a result of the Qualifying Transaction, Renntiger became a wholly-owned subsidiary of the Company. In conjunction with the Qualifying Transaction, Renntiger raised a total of approximately $4.4 million, which included a brokered financing of approximately $4 million that was co-led by GMP Securities and PI Financial, (the "Financing").

Trading (Tier 2) in the shares of VR Resource, which have been halted pending closing of the Qualifying Transaction, is expected to commence under the symbol "VRR" following the issuance of the TSX Venture Exchange's final bulletin in respect of the Qualifying Transaction, on or about March 23, 2017.

VR Resources will continue the business plan and exploration strategy undertaken by Renntiger over the past 4 years. Renntiger was established to seek out early stage exploration opportunities with potential for district scale discoveries which could help fill the impending supply gap faced by global copper and gold producers. The Company's current focus is expected to be on copper and gold opportunities in the western United States, with the Company's current assets located solely in the state of Nevada. The western United States features mining friendly jurisdictions with well developed infrastructure favourable for cost-effective exploration, globally significant copper and gold resources and numerous profitable mining operations. VR Resources will focus on enhancing shareholder value through the identification, exploration and development of its 100% owned property assets in this highly prospective region. Refer to the Company's filing statement dated March 16, 2017 available under the Company's profile on SEDAR (www.sedar.com) for further information (the "Filing Statement").

Exploration has been ongoing at the Company's Bonita copper-gold and Danbo gold properties over recent months, with first pass drilling planned for the Bonita property in 2017. The Company is well financed for its core, two-year exploration strategy, including the ongoing evaluation of new opportunities.

Transaction Details

As previously announced on December 9, 2016, January 5, 2017, February 9, 2017 and March 16, 2017, the Qualifying Transaction involved the acquisition by the Company of all of the issued and outstanding common shares of Renntiger in exchange for common shares of the Company by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), in concert with the concurrent Financing. In consideration of the Renntiger shares, including Renntiger shares issued under the Financing, VR Resources issued an aggregate of 33,305,225 common shares to the former securityholders of Renntiger, and assumed 7,357,848 warrants and 1,616,666 stock options.

As part of the Qualifying Transaction, VR Resources effected a number of corporate transactions as outlined in the Filing Statement. The 6,300,000 shares of VR Resources, outstanding prior to completion of the Qualifying Transaction, have been consolidated on a 3 (old) to 1 (new) basis such that they represent, post closing, 2,100,000 shares of VR Resources. The Company also continued from Alberta to British Columbia, and changed its name from Roll-up Capital Corp. to VR Resources Ltd.

Concurrent with the completion of the Qualifying Transaction, VR Resources also issued an aggregate of 1,740,000 stock options to directors, officers and consultants of the Company, including 50,000 stock options to the Canadian Cancer Society. The options have an exercise price of $0.30, and expire 10 years from the date of grant.

As a result of the foregoing, VR Resources has an aggregate of 35,405,225 common shares outstanding, 7,357,848 warrants and 3,616,666 stock options (inclusive of compensation options issued to GMP Securities L.P. and PI Financial Corp. in connection with the Financing).

Directors and Officer of VR Resources

The Board of Directors of VR Resources consists of Darin Wagner (Chairman), Dr. Michael Gunning (President and Chief Executive Officer), Michael G. Thomson and Craig Lindsay. The collective experience and track record of this Board in the junior exploration and venture capital sectors is the foundation for VR Resources going forward. Brief biographies of the directors are available at www.vrr.ca.

The Company will continue to work out of the Renntiger exploration office in Vancouver, British Columbia. Cyndi Laval is the Corporate Secretary, and is also based in Vancouver as a Partner with Gowling WLG (Canada) LLP. Blaine Bailey, CPA, CGA is the Chief Financial Officer. Davidson and Company LLP, also based in Vancouver, are expected to be the Company's independent auditor going forward, a continuation of its work with Renntiger from its inception.

Corporate Communications/Investors Relations Contract

The Company has retained the services of Renmark Financial Communications Inc. to assist with investor relations activities. A monthly fee of $5,000 will be paid for the services provided, for a period of six months ending August 31, 2017, with ongoing services to be evaluated at that time.

Renmark Financial Communications does not have any interest, directly or indirectly, in VR Resources Ltd. Inc. or its securities, or any right or intent to acquire such an interest.

ON BEHALF OF THE BOARD OF DIRECTORS:
"Michael Gunning"

Michael Gunning, PhD, PGeo
President & CEO

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the Qualifying Transaction. Such statements and information reflect the current view of the Company. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risk:

  • that the Exchange may not issue the final Exchange bulletin in time to permit VR Resources' shares to commence trading on the Exchange on the date stated above.

VR Resources cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF ROLL-UP AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ROLL-UP MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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